InfoTech USA, Inc. Exhibit 10.1 to Form 8K - June 18, 2004








EXHIBIT 10.1





[IBM CREDIT LLC LETTERHEAD]







June 18, 2004 



     Mr. J. Robert Patterson

 CFO and Treasurer

 Info Tech USA, Inc.

 7 Kingsbridge Road

Fairfield, NJ 07004 



Dear Mr. Patterson: 



Reference is hereby made to the
following: (i) Agreement for Wholesale Financing executed on April 20, 1994, by Info Tech
USA, Inc. (“Info Tech”) (as amended, supplemented or otherwise modified from
time to time, the “Agreement”), (ii) e-mail addressed to you from Mr. Bruce
Gordon dated August 28, 2003 whereby Mr. Bruce Gordon informed you that IBM Credit would
no longer finance Info Tech’s product effective approximately 180 days from the date
of a formal notice sent by IBM Credit to Info Tech, (iii) IBM Credit’s letter to Info
Tech dated September 5, 2003 whereby IBM Credit formally notified Info Tech of the
Termination Date (the “September 5th Letter”) (iv) IBM Credit’s letter to
Info Tech dated March 3, 2004 whereby IBM Credit extended the Termination Date to April 9,
2004, subject to certain conditions (the “March 3, 2004 Letter”) and IBM
Credit’s letter dated April 27, 2004, wherein IBM Credit extended the termination
date to June, 2004 (the “April 27, 2004 Letter”). All capitalized terms not
otherwise defined in this letter, the September 5th Letter, the March 3, 2004 Letter or
the April 27, 2004 Letter shall have the respective meanings set forth in the Agreement. 



Info Tech has requested that IBM
Credit extend the Termination Date from June 18, 2004 to July 15, 2004 and increase the
amount available under the Agreement from $1,750,000 to $2,400,000. As an accommodation
and to continue to assist Info Tech in making replacement financing arrangements, IBM
Credit agrees to this request provided Info Tech agrees to the terms of this letter. 



By executing this letter, Info Tech
reaffirms that (x) it will not be relieved of any obligations to IBM Credit arising out of
IBM Credit’s advances or commitments made before the Termination Date, (y) all of IBM
Credit’s rights and remedies under the Agreement shall be unaffected until all of
Info Tech’s obligations to IBM Credit are paid in full. IBM Credit reserves any and
all rights and remedies that IBM Credit now has or may have in the future with respect to
Info Tech, including any and all rights or remedies which it may have in the future as a
result of Customer’s failure to comply with any of the terms of the Agreement, and
(z) that no new default has occurred under the Agreement. 








Notwithstanding any other terms in
the Agreement and provided no default occurs under the Agreement, Info Tech may repay,
prior to and after the Termination Date, all such obligations according to the terms of
each billing statement provided by IBM Credit to Info Tech, provided however, that after
the termination date Info Tech must pay or prepay invoices, as necessary, to keep the
amount outstanding at or under the amount of the letter of credit to be issued in IBM
Credit’s favor by the successor lender. 



Please acknowledge your agreement to
the terms set forth herein by signing a copy of this letter where indicated and returning
it to the attention of Mr. Bruce Gordon at the above address. 



	Sincerely, 	Acknowledged and Agreed: 




	IBM CREDIT LLC 	INFO TECH USA, INC. 




	/s/  STEVEN A. FLANAGAN
 	/s/  J. ROBERT PATTERSON
 
	Steven A. Flanagan
Manager, Global Special Handling 	J. Robert Paterson

Chief Financial Officer and Treasurer